Item 1.01. Entry into a Material Definitive Agreement
On
The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement.
Warrants
As additional consideration for the purchase of the Note, the Company agreed to
issue to the Investor Warrants (the Warrants"). The Warrants shall be issued
upon the advance of each tranche by the Investor to the Company, exercisable for
an amount of the Company's common stock equal to the purchase price of such
tranche divided by three. The Warrants have a term of 60 months, and contain
full-ratchet anti-dilution protection provisions, and have an exercise price of
The foregoing summaries of the Purchase Agreement, the Note, the Warrants and the Security Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 3.02. Unregistered Sales of
The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Note, the Warrants and the shares of our common stock issuable upon the exercise thereof is incorporated herein by reference in this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
Number Description 4.1 Form of Warrant 10.1 Form of Securities Purchase Agreement 10.2 Form of Convertible Promissory Note 2
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